Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, or other reoganization, the Company’s shares shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director shall in his or her capacity as owner of unvested Restricted Shares which have been awarded to him or her (the “Prior Shares”) be entitled to new or additional or different shares of stock, securities or cash; such new or additional or different shares, securities or cash shall thereupon be considered to be unvested Restricted Shares and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside Director, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, securities, cash, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.
Appears in 4 contracts
Samples: Restricted Stock Agreement (Redback Networks Inc), Restricted Stock Agreement (Redback Networks Inc), Restricted Stock Agreement (Redback Networks Inc)
Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares Shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, off or other reoganizationreorganization, the Company’s shares Common Stock shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director Employee shall in his or her capacity as owner of unvested Shares of Restricted Shares Stock which have been awarded to him or her (the “Prior Shares”) be entitled to new or additional or different shares Shares of stock, stock or securities (other than rights or cashwarrants to purchase securities); such new or additional or different shares, Shares or securities or cash shall thereupon be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside DirectorEmployee, provided that until such exercise any such rights or warrants and after such exercise any shares Shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator Committee in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares Shares of stock, stock or securities, cash, rights or warrants to purchase securities or shares Shares or other securities acquired by the exercise of such rights or warrants.
Appears in 3 contracts
Samples: Restricted Stock Agreement (Varian Medical Systems Inc), Restricted Stock Agreement (Varian Medical Systems Inc), Restricted Stock Agreement (Varian Medical Systems Inc)
Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares Shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, off or other reoganizationreorganization, the Company’s shares 's Common Stock shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director Employee shall in his or her capacity as owner of unvested Shares of Restricted Shares Stock which have been awarded to him or her (the “"Prior Shares”") be entitled to new or additional or different shares Shares of stock, stock or securities (other than rights or cashwarrants to purchase securities); such new or additional or different shares, Shares or securities or cash shall thereupon be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside DirectorEmployee, provided that until such exercise any such rights or warrants and after such exercise any shares Shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator Committee in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares Shares of stock, stock or securities, cash, rights or warrants to purchase securities or shares Shares or other securities acquired by the exercise of such rights or warrants.
Appears in 2 contracts
Samples: Restricted Stock Agreement (Varian Medical Systems Inc), Restricted Stock Agreement (Varian Medical Systems Inc)
Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, off or other reoganizationreorganization, the Company’s shares 's Common Stock shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director Employee shall in his or her capacity as owner of unvested shares of Restricted Shares Stock which have been awarded to him or her (the “"Prior Shares”") be entitled to new or additional or different shares of stock, stock or securities (other than rights or cashwarrants to purchase securities) pro rata to provide value equal to that existing immediately prior to the time of such change; such new or additional or different shares, shares or securities or cash shall thereupon be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the PlanAgreement. If the Outside Director Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside DirectorEmployee, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator Committee in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, stock or securities, cash, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.
Appears in 1 contract
Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, off or other reoganizationreorganization, the Company’s shares 's Common Stock shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director Employee shall in his or her capacity as owner of unvested shares of Restricted Shares Stock which have been awarded to him or her (the “"Prior Shares”") be entitled to new or additional or different shares of stock, stock or securities (other than rights or cashwarrants to purchase securities); such new or additional or different shares, shares or securities or cash shall thereupon be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside DirectorEmployee, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator Committee in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, stock or securities, cash, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.
Appears in 1 contract
Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, off or other reoganizationreorganization, the Company’s shares 's Class A Common Stock shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director Employee shall in his or her capacity as owner of unvested shares of Restricted Shares Stock which have been awarded to him or her (the “"Prior Shares”") be entitled to new or additional or different shares of stock, securities or cash; such new or additional or different shares, securities or cash shall thereupon be considered to be unvested Restricted Shares Stock, except as provided in Paragraph 6 above, and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the PlanAgreement. If the Outside Director Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside DirectorEmployee, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator Committee in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, securities, cash, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.
Appears in 1 contract
Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, or other reoganizationreorganization, the Company’s shares shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director shall in his or her capacity as owner of unvested Restricted Shares which have been awarded to him or her (the “Prior Shares”) be entitled to new or additional or different shares of stock, securities or cash; such new or additional or different shares, securities or cash shall thereupon be considered to be unvested Restricted Shares and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside Director, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, securities, cash, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.
Appears in 1 contract
Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, off or other reoganizationreorganization, the Company’s shares 's common stock shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director Employee shall in his or her capacity as owner of unvested shares of Restricted Shares Stock which have been awarded to him or her (the “"Prior Shares”") be entitled to new or additional or different shares of stockstock or securities (other than rights or warrants to purchase securities), securities or cash; such new or additional or different shares, shares or securities or cash shall thereupon be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director an Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside DirectorEmployee, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, securities, cash, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsPlan.
Appears in 1 contract
Changes in Stock. In the event that as a result of a stock dividendany dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reclassificationreorganization, recapitalization, combination of shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other reoganization, securities of the Company’s shares shall be increased, reduced or otherwise changedother change in the corporate structure of the Company affecting the Shares occurs, and by virtue of any such change the Outside Director shall in his or her capacity as owner of unvested Restricted Shares which have been awarded to him or her (the “Prior Shares”) be entitled to new or additional or different shares of stock, securities or cash; such new or additional or different shares, securities or cash shall thereupon be considered to be unvested Restricted Shares and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside Director, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, securities, cash, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.
Appears in 1 contract
Changes in Stock. In the event that as a result of a stock ---------------- dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, off or other reoganizationreorganization, the Company’s shares 's common stock shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director Employee shall in his or her capacity as owner of unvested shares of Restricted Shares Stock which have been awarded to him or her (the “"Prior Shares”") be entitled to new or additional or different shares of stockstock or securities (other than rights or warrants to purchase securities), securities or cash; such new or additional or different shares, shares or securities or cash shall thereupon be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director an Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside DirectorEmployee, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, securities, cash, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrantsPlan.
Appears in 1 contract
Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, off or other reoganizationreorganization, the Company’s shares 's Common Stock shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director Employee shall in his or her capacity as owner of unvested shares of Restricted Shares Stock which have been awarded to him or her (the “"Prior Shares”") be entitled to new or additional or different shares of stockstock or securities (other than rights or warrants to purchase securities), securities or cash; such new or additional additional' or different shares, shares or securities or cash shall thereupon be considered to be unvested Restricted Shares Stock and shall be subject to all of the restrictions and other conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside DirectorEmployee, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares and shall be subject to all of the restrictions and other conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this AgreementPlan. The Administrator Committee in its absolute discretion at any time may accelerate the vesting lapse of restrictions on all or any portion of such new or additional shares of stock, stock or securities, cash, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Circle International Group Inc /De/)
Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares Shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, off or other reoganizationreorganization, the Company’s shares Shares shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director Employee shall in his or her capacity as owner of unvested Shares of Restricted Shares Stock which have been awarded to him or her (the “Prior Shares”) be entitled to new or additional or different shares of stock, cash or securities (other than rights or cashwarrants to purchase securities); such new or additional or different shares, cash or securities or cash shall thereupon be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside DirectorEmployee, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. Notwithstanding the foregoing, Section 6.7 of the Plan shall govern any cash dividend or distribution paid with respect to the Shares. The Administrator Committee in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, cash, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.
Appears in 1 contract
Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares Shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, off or other reoganizationreorganization, the Company’s shares Common Stock shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director Employee shall in his or her capacity as owner of unvested Shares of Restricted Shares Stock which have been awarded to him or her (the “Prior Shares”) be entitled to new or additional or different shares Shares of stockstock or securities (other than rights or warrants to purchase securities), securities or cash; such new or additional or different shares, Shares or securities or cash shall thereupon be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside DirectorEmployee, provided that until such exercise any such rights or warrants and after such exercise any shares Shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator Committee in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares Shares of stock, stock or securities, cash, rights or warrants to purchase securities or shares Shares or other securities acquired by the exercise of such rights or warrants.
Appears in 1 contract
Samples: Restricted Stock Agreement (Varian Semiconductor Equipment Associates Inc)
Changes in Stock. In the event that as a result of a stock dividend, stock split, reverse stock split, reclassification, recapitalization, combination of shares Shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off, off or other reoganizationreorganization, the Company’s shares Shares shall be increased, reduced or otherwise changed, and by virtue of any such change the Outside Director Employee shall in his or her capacity as owner of unvested Shares of Restricted Shares Stock which have been awarded to him or her (the “Prior Shares”) be entitled to new or additional or different shares of stock, cash or securities (other than rights or cashwarrants to purchase securities); such new or additional or different shares, cash or securities or cash shall thereupon be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Outside Director Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Outside DirectorEmployee, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Restricted Shares Stock and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Administrator Committee in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, cash, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.
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